0000022444FALSE00000224442025-10-162025-10-16
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 16, 2025
Commercial Metals Company
(Exact Name of Registrant as Specified in Charter)
| | | | | | | | | | | | | | |
Delaware (State or Other Jurisdiction of Incorporation) |
| 1-4304 | | | | 75-0725338 |
(Commission File Number) | | | | (IRS Employer Identification No.) |
| | | | |
| 6565 N. MacArthur Blvd. | | | | |
Irving, Texas | | | | 75039 |
| (Address of Principal Executive Offices) | | | | (Zip Code) |
(214) 689-4300
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): | | | | | |
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | | | | | | | |
| Title of Each Class | | Trading Symbol(s) | | Name of Each Exchange on Which Registered |
| Common Stock, $0.01 par value | | CMC | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | | | | | |
| Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.02 Results of Operations and Financial Condition.
On October 16, 2025, Commercial Metals Company (the “Company”) issued a press release announcing its financial results for the fourth quarter and the fiscal year ended August 31, 2025. A copy of the press release is attached hereto as Exhibit 99.1. The press release is incorporated by reference into this Item 2.02, and the foregoing description of the press release is qualified in its entirety by reference to Exhibit 99.1.
The information in this Item 2.02 of Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section and is not incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 7.01 Regulation FD Disclosure.
On October 16, 2025, the Company made available on its website a financial presentation regarding its financial results for the fourth quarter and the fiscal year ended August 31, 2025. A copy of the financial presentation is attached hereto as Exhibit 99.2. The financial presentation is incorporated by reference into this Item 7.01, and the foregoing description of the financial presentation is qualified in its entirety by reference to Exhibit 99.2. Further, the Company has modified its method of calculating adjusted EBITDA, core EBITDA, core EBITDA margin, adjusted earnings and adjusted earnings per diluted share, and has recast its historical non-GAAP financial measures for annual and quarterly periods for fiscal years 2019 through 2024 and for the previously reported fiscal quarters of 2025 to conform to the revised methodology. Certain recast historical financial information is attached hereto as Exhibit 99.3 and is incorporated by reference into this Item 7.01, and the foregoing description of the recast historical financial information is qualified by reference to Exhibit 99.3.
The information in this Item 7.01 of Form 8-K, including Exhibit 99.2 and Exhibit 99.3, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section and is not incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
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| Item 9.01 Financial Statements and Exhibits. |
| (d) | Exhibits |
| The following exhibits are being furnished as part of this Current Report on Form 8-K: |
| 99.1 | Press Release issued by Commercial Metals Company on October 16, 2025 |
| 99.2 | Financial Presentation |
| 99.3 | Selected Recast Historical Non-GAAP Financial Measures and Reconciliations |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | COMMERCIAL METALS COMPANY |
| | | |
| Date: October 16, 2025 | | By: /s/ Paul J. Lawrence |
| | Name: Paul J. Lawrence |
| | | Title: Senior Vice President and Chief Financial Officer |
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